Shareholders Agreement: majority/minority shareholders

Shareholders Agreement between majority (more than 50% of shares held) and minority (less than 50% of shares held) in a private limited company, with control provisions for the majority shareholder and minority shareholder protections for the minority shareholder

Use this document:

• for a company which has a majority shareholder and one or more minority shareholders
• for provisions enabling the majority shareholder to control decision-making and other matters
• for minority shareholder protections, including director appointment rights and rights to approve reserved matters
• for a private limited company incorporated in England and Wales

Key features include:

• full form shareholders agreement
• 30 clauses and 3 schedules over 31 pages
• clauses relating to the following matters:
  • business of the company
  • shareholder roles and services
  • shareholdings
  • funding
  • director appointment rights and board decision-making
  • shareholder decision-making
  • dividends
  • matters requiring prior approval of specified shareholders (reserved matters)
  • future share issues
  • transfers of shares, including permitted transfers, pre-emption rights, compulsory transfer events, drag-along rights and tag-along rights
  • shareholder information rights
  • shareholder restrictive covenants
  • duration and termination

Alternative Shareholders Agreement

For a Shareholders Agreement for a company with equal 50/50 shareholdings, see  Shareholders Agreement: equal 50/50 shareholders.

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